C/OLR/66/2025 ORDER DATED: 17/11/2025 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD R/OFFICIAL LIQUDATOR REPORT NO. 66 of 2025 In R/COMPANY PETITION NO. 152 of 2000 ========================================================== OFFICIAL LOQUIDATOR OF M/S. MAHENDRA MILLS LTD. (IN LIQN) Versus NA ========================================================== Appearance: MR DHAWAN M JAYSWAL(5878) for the Applicant(s) No. 1 ========================================================== CORAM:HONOURABLE MRS. JUSTICE MAUNA M. BHATT Date : 17/11/2025 ORAL ORDER 1. The present report is filed seeking following orders in paragraph No. 13 thereof: (A) This Hon’ble Court may be pleased to take on record that, pursuant to the advertisement issued in the newspapers on 09.09.2025, the Official Liquidator has not received any offer from the intending purchaser. (B) This Hon’ble Court may be pleased to permit the Official Liquidator to fix up the Upset Price and EMD as per the recommendations of Secured Creditors as stated in para-7 to this report. (C) The Official Liquidator may also be permitted to C/OLR/66/2025 ORDER DATED: 17/11/2025 invite offers for purchase of assets of the company as stated in para-7 of this report by publishing advertisement in “Gujarat Samachar” Gujarati script in all Gujarat editions and “Times of India” English script in all India editions or such other upset price, EMD and newspapers, as may be considered appropriate by this Hon’ble Court. (D) This Hon’ble Court may be pleased to permit the Official Liquidator to conduct e-auction through M/s. RailTel Corporation of India Ltd. as per Terms & Conditions issued by Ministry of Corporate Affairs as per annexure ‘F’ herein above. (E) This Hon’ble Court may be pleased to permit the Official Liquidator to pay the advertisement bill from the fund available in the company’s account as stated at para-14 of this report. (F) Such other and further orders and directions, as this Hon’ble Court may consider just and appropriate may also be passed. 2. The report indicate that this Court vide order dated 25.08.2025 passed in Official Liquidator Report No. 49 of 2025 permitted the Official Liquidator to proceed for sale of assets and properties of the company (in liquidation) situated at Kalol, Dist. Gandhinagar on “As is where is and whatever there is basis” as a Composite Lot in following manner;- C/OLR/66/2025 ORDER DATED: 17/11/2025 Description Upset Price (Rs.) EMD (Rs.) Freehold Industrial Land approximately 1,45,445 as per T.P. Scheme Final Plot area (1,56,712.24 sq. mtrs. as per City Survey property Card) with Residential Quarters, Chawl and some portion of land occupied by M/s. Sanrhea Technical Textiles Limited. situated at C.S. No. 1458, 1459, 1460, 1464, 1490, 1491, 1492, 1493, 1494, 1495, 1496, 1497, 1498, 1499, 1500, 1501, 1502, 1503, 1504, 1514, 1515, 1516, 1517, 1520, F.P. No. 58 and F.P. No. 69, T.P. No. 1, O.P. No. 42/A, 42/B, Kalol, Dist. Gandhinagar. 175,00,00,000/- 17,50,00,000/- 3. In compliance with the above directions, the Official Liquidator published sale notices in “Gujarat Samachar” (Gujarati editions) and “The Times of India” (all-India English editions) on 09.09.2025. Thirteen tender forms were purchased, but no offers were received from any intending purchaser. Page 3 of 14 C/OLR/66/2025 ORDER DATED: 17/11/2025 4. It is stated in the report that the Official Liquidator called the meeting of Asset Sale Committee on 14.10.2025 to inform the members about the outcome of the sale as well as to decide the further course of action for sale of the property. 5. In the meeting held on 14.10.2025, the Asset Sale Committee examined the valuation reports of (i) M/s. Pranav Parikh & Associates and (ii) GITCO, the substantial Government dues aggregating to more than Rs. 70 crores, the existence of encumbrances and encroachments, the operation of Town Planning deductions, conversion charges, and the fact that the sale is without assurance of vacant possession or clear title. The Committee also noted that even the earlier attempt made in 2014 at a significantly lower upset price of Rs. 130.75 crores had failed to evoke any response. 6. Upon cumulative consideration of the aforesaid factors and having regard to the practical and realizable value of the property, the representative of Secured Creditors and workers’ union proposed a reduction of 10% on the earlier upset price in line with SARFAESI norms. Accordingly, the committee unanimously recommended fixing the upset price C/OLR/66/2025 ORDER DATED: 17/11/2025 at Rs. 160,00,00,000/- subject to approval of the Hon’ble High Court. 7. The Committee further took note that the Circle / Jantri value of the land is higher than the proposed upset price. However, after considering the Government dues exceeding Rs. 70 crores, encumbrances due to partial occupation by the encroachers, 40% deduction towards Town Planning Scheme, conversion charges for industrial zoning etc. and the fact the sale is on “As Is Where Is and Whatever There is Basis” without any assurance of vacant possession or clear land title, the committee is of the considered view that the practical realizable value is lower than the theoretical jantri rate. It was also noted that Jantri rates reflect ideal freehold market conditions and do not account for statutory liabilities, litigation burdens and encroachments, which are present in this case. Therefore, fixation of upset price at Rs. 160,00,00,000/- is commercially reasonable, justified and in the interest of maximizing realization for stakeholders, and the same is recommended to avoid repeated failed auction attempts. 8. Accordingly, the details of the property as well as the upset price & EMD as recommended by sale committee are given C/OLR/66/2025 ORDER DATED: 17/11/2025 as under: - Description Upset Price (Rs.) EMD (Rs.) Freehold Industrial Land approximately 1,45,445 as per T.P. Scheme Final Plot area (1,56,712.24 sq. mtrs. as per City Survey property Card) with Residential Quarters, Chawl and some portion of land occupied by M/s. Sanrhea Technical Textiles Limited. situated at C.S. No. 1458, 1459, 1460, 1464, 1490, 1491, 1492, 1493, 1494, 1495, 1496, 1497, 1498, 1499, 1500, 1501, 1502, 1503, 1504, 1514, 1515, 1516, 1517, 1520, F.P. No. 58 and F.P. No. 69, T.P. No. 1, O.P. No. 42/A, 42/B, Kalol, Dist. Gandhinagar. 160,00,00,000/- 16,00,00,000/- 9. It was recommended by the members of the sale committee to issue advertisement in “Gujarat Samachar” (in Gujarati language) in all Gujarat editions and “Times of India” (in English language) in all India editions. Page 6 of 14 C/OLR/66/2025 ORDER DATED: 17/11/2025 10. Mr. Dhawan Jayswal, Ld Advocate for Official Liquidator submitted that the Official Liquidator has sent minutes of meeting of sale committee to all the members by email and letter dated 17.10.2025. 11. Mr. Dhawan Jayswal also invited the attention of the Court to Para-(7) of the report wherein, it is stated that prior to the passing of winding up order, M/s. Mahendra Mills Ltd. executed Lease Deed dated 10th March, 1993 in favour of M/s. Sanrhea Technical Textiles Ltd. for a period of 10 (Ten) years commencing from 1st November, 1992 for the land admeasuring 3988.87 sq. mtrs. together with the building constructed thereon. The High Court has passed an order dated 01.08.2008 in Civil Application No. 381 of 2007. Para-3 of the said order are as under:- “In light of the order made in O.J. Appeal No. 43 of 2005, it is not necessary to grant the prayer made in this Civil Application. However, at the same time, the applicant who has been occupying the leased out portion of the property of the company in liquidation, is hereby permitted to continue to occupy the premises till the point of time the sale is finally concluded by the Company Court, C/OLR/66/2025 ORDER DATED: 17/11/2025 subject to the applicant herein, making payment to the Official Liquidator on the same terms and conditions till the date of final conclusion of sale and handing over of possession to M/s. Devganga Traders by the Official Liquidator. Thereafter, it will be open to the applicant to amicably work out the rights of the applicant vis-a-vis M/s. Devganga Traders, the successful bidder, who has purchased the property on “AS IS WHERE IS AND WHATEVER THERE IS BASIS”. 12. It is further stated in the report that the High Court vide order dated 17.01.2013 passed in OLR No. 126 of 2012 at para-8 directed that the Official Liquidator shall incorporate in the advertisement itself as well as in the tender document the condition that the intending bidder shall verify and satisfy himself regarding title and exact measurement about the property which is to be put for sale and shall also further stipulate that no dispute regarding title or measurement shall be raised by bidder or successful bidder. Further, by the same order, it was also directed that the Official Liquidator shall also incorporate the condition as stated in para-3 of the order dated 01.08.2008 passed by this Court in Civil Application No. 381 of 2007 filed by C/OLR/66/2025 ORDER DATED: 17/11/2025 Sanrhea Technical Textiles Limited as under: - “Sanrhea Technical Textiles Limited has been occupying the leased out portion of the property of the company in liquidation till the point of time the sale is finally concluded by the company Court and till the date of final conclusion of sale and handing over of possession to purchaser”. 13. Mr. Dhawan Jayswal, Ld. Advocate further submitted that the Official Liquidator has filed a report before this Court, being OLR No. 27 of 2024 with a prayer to direct Respondent No. 1 i.e. M/s. Sanrhea Technical Textiles Limited to vacate the rented premises occupied by them being land admeasuring 3988.87 sq. mtrs. together with the building constructed thereon situated at Survey No. 369, Kalol, Dist. Gandhinagar and handover the vacant possession of said premises to the Official Liquidator. The said matter is pending before this Court. 14. Having considered the material placed on record, the recommendations of the Asset Sale Committee, and the recurring failure of earlier sale attempts despite publication of advertisements as well as substantial statutory dues, C/OLR/66/2025 ORDER DATED: 17/11/2025 existing encroachments, and other burdens affecting the realizable value of the property, the recommendation for revising the upset price appears to be fair, commercially viable and in the interest of maximising realization for the stakeholders. 15. Considering above observations, following directions are passed: - (A) Upon hearing learned advocate appearing for the Official Liquidator and on the basis of recommendation made by members of the Asset Sale Committee, the Official Liquidator is permitted to proceed for sale of assets and properties of the company (in liquidation) situated at Kalol, Dist. Gandhinagar on “As is where is and whatever there is basis” as a Composite Lot. Accordingly, as per the recommendation of sale committee, the upset price and EMD may be fixed in following manner. Description Upset Price (Rs.) EMD (Rs.) Freehold Industrial Land approximately 1,45,445 160,00,00,000 16,00,00,000 C/OLR/66/2025 ORDER DATED: 17/11/2025 as per T.P. Scheme Final Plot area (1,56,712.24 sq. mtrs. as per City Survey property Card) with Residential Quarters, Chawl and some portion of land occupied by M/s. Sanrhea Technical Textiles Limited. situated at C.S. No. 1458, 1459, 1460, 1464, 1490, 1491, 1492, 1493, 1494, 1495, 1496, 1497, 1498, 1499, 1500, 1501, 1502, 1503, 1504, 1514, 1515, 1516, 1517, 1520, F.P. No. 58 and F.P. No. 69, T.P. No. 1, O.P. No. 42/A, 42/B, Kalol, Dist. Gandhinagar. (B) The tentative schedule programme for sale of assets of the Company was fixed as under:- Date of Advertisement : 14/11/2025 Date of issuance of Tender forms : 14/11/2025 Date of inspection : 18/11/2025 Last date of receipt of Tender : 04/12/2025 E-Auction : 11/12/2025 C/OLR/66/2025 ORDER DATED: 17/11/2025 However, the aforesaid sale schedule has lapsed. Accordingly, the revised tentative re-scheduled programme for sale of assets of the company is under: [Date of Advertisement : 25/11/2025 Date of issuance of Tender forms : 25/11/2025 Date of inspection : 01/12/2025 Last date of receipt of Tender : 12/12/2025 E-Auction : 19/12/2025 (C) The Official Liquidator shall publish an advertisement for sale of the properties of the company in liquidation in “Gujarat Samachar” in Gujarati Script in all Gujarat editions and in “Times of India” in English Script in all India Editions. (D) The Official liquidator is also permitted to conduct e- auction through M/s. Railtel Corporation of India Ltd. as per terms and conditions issued by the Ministry of Corporate Affairs. (E) The Official Liquidator is also permitted to pay the advertisement bill of advertisement agency from the funds available in the company’s account. C/OLR/66/2025 ORDER DATED: 17/11/2025 (F) The Official Liquidator shall incorporate in the advertisement as well as in the tender document the condition that the intending bidder shall verify and satisfy himself regarding title and exact measurement about the property which is to be put for sale and shall also further stipulate that no dispute regarding title or measurement shall be raised by bidder or successful bidder as directed by this Court vide order dated 17.01.2013 passed in OLR No. 126 of 2012. (G) The Official Liquidator shall incorporate the condition as stated in para-3 of the order dated 01.08.2008 passed by this Court in Civil Application No. 381 of 2007 filed by Sanrhea Technical Textiles Limited as directed by this Court vide order dated 17.01.2013 passed in OLR No. 126 of 2012 as under:- “Sanrhea Technical Textiles Limited has been occupying the leased out portion of the property of the company in liquidation till the point of time the sale is finally concluded by the company Court and till the date of final conclusion of sale and handing over of possession to purchaser”. C/OLR/66/2025 ORDER DATED: 17/11/2025 16. It is made clear that finalization of auction is subject to final order that may be passed by this Court and if required the Court will conduct manual auction, inter-se biding between bidders to fetch the maximum price of the property. 17. In view of above, present report is accepted in terms of prayer prayed in Para-13(A) (B) (C) (D) & (E) of this report. (MAUNA M. BHATT,J) NAIR SMITA V./13 Original copy of this order has been signed by the Hon'ble Judge. Digitally signed by: SMITA VINU NAIR(HC00186), PRINCIPAL PRIVATE SECRETARY, at High Court of Gujarat on 17/11/2025 15:51:54